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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 4, 1998
ARBOR DRUGS, INC.
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(Exact name of registrant as specified in its charter)
MICHIGAN
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(State or Other Jurisdiction of Incorporation)
0-14491 38-2054345
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(Commission (IRS Employer
File Number) Identification No.)
3331 West Big Beaver Road, Troy, Michigan 48084
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 643-9420
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Not Applicable
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(Former name or former address, if changed since last report)
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Items 1-4. Not Applicable.
Item 5. Other Events.
On March 4, 1998, CVS Corporation ("CVS") and Arbor Drugs, Inc.
(the "Company") issued a joint press release (the "Press Release") announcing
that a shareholder lawsuit has been commenced against CVS, the Company and the
directors of the Company. The lawsuit was filed in the Oakland County Circuit
Court, State of Michigan. The Press Release is attached hereto as Exhibit 99
and is incorporated herein by reference.
Item 6. Not Applicable.
Item 7. Financial Statements
Pro Forma Financial Information and Exhibits.
(a)-(b) Not Applicable.
(c) Exhibits Required by Item 601 of Regulation S-K.
99 Press Release issued by CVS Corporation and Arbor Drugs,
Inc., dated March 4, 1998
Item 8. Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
ARBOR DRUGS, INC.
By: /s/ Gilbert C. Gerhard
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Name: Gilbert C. Gerhard
Title: Senior Vice President -
Finance and Administration
Dated: March 5, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99 Press Release issued by CVS Corporation and
Arbor Drugs, Inc., dated March 4, 1998.
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EXHIBIT 99
Contacts: Nancy Christal/Fred McGrail Gilbert Gerhard
CVS Corporation Arbor Drugs, Inc.
(914) 722-4704/(401) 765-1500 x4630 (248) 643-9420
Jim Fingeroth/Wendi Kopsick Fred Marx
Kekst and Company Marx Layne
(212) 521-4800 (248) 770-0699
FOR IMMEDIATE RELEASE
Woonsocket, RI and Troy, MI, March 4, 1998 -- CVS Corporation (NYSE: CVS) and
Arbor Drugs, Inc. (NASDAQ: ARBR) today announced that a stockholder lawsuit has
been commenced against CVS, Arbor and the directors of Arbor.
As previously announced on February 9, 1998, CVS and Arbor have entered into a
definitive merger agreement providing for CVS to acquire Arbor in a
stock-for-stock merger.
The lawsuit, which purports to be a class action on behalf of Arbor
stockholders, alleges that the consideration to be paid to Arbor stockholders
in the merger is inadequate and unfair and that the directors of Arbor have
breached their fiduciary duties in approving the transaction. The action seeks
preliminary and permanent injunctive relief, as well as damages.
CVS and Arbor believe the lawsuit to be without merit and intend to defend it
vigorously.
